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Bill Detail: SB22-045

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Title Modifications To Colorado Public Benefit Corporation Act
Status Governor Signed (03/17/2022)
Bill Subjects
  • Business & Economic Development
House Sponsors S. Bird (D)
Senate Sponsors P. Lee (D)
House Committee Business Affairs and Labor
Senate Committee Business, Labor and Technology
Date Introduced 01/18/2022

The bill modifies the Public Benefit Corporation Act of
Colorado as follows:
  • Eliminates the requirement for approval of two-thirds of
the outstanding shares to convert an existing corporation to
a public benefit corporation (PBC) or an existing PBC into
a non-PBC, thereby defaulting to the majority vote

requirement applicable to other corporate conversions
(section 1 of the bill);
  • Eliminates the application of appraisal rights for
shareholders objecting to the conversion of a non-PBC to
a PBC (section 1);
  • Clarifies that a director's ownership of stock in a PBC does
not inherently create a conflict of interest and specifies that,
absent a conflict of interest, a director does not act in bad
faith and does not breach a duty of loyalty if the director, in
directing the business of the PBC, fails to satisfy a
requirement to balance shareholder pecuniary interests, the
best interests of those materially affected by the action, and
the specific public benefit of the PBC (section 2); and
  • Clarifies the requirements for actions to enforce the
requirements imposed on directors to balance the interests
of shareholders, those materially affected by the corporate
action, and the public benefit of the PBC (section 3).

Committee Reports
with Amendments
Full Text
Full Text of Bill (pdf) (most recent)
Fiscal Notes Fiscal Notes (05/31/2022) (most recent)  
Additional Bill Documents Bill Documents
  • Past bill versions
  • Past fiscal notes
  • Committee activity and documents
  • Bill History
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Votes House and Senate Votes
Vote Totals Vote Totals by Party
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